Part 2. UNCID - Chapter 4. The Commentary

THE COMMENTARY TO THE MODEL INTERCHANGE AGREEMENT

This Commentary is the second part of a United Nations recommendation relating to the Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange (the "Model Agreement"). The Commentary is intended to be used with the Model Agreement in the preparation of actual commercial agreements; the Commentary provides an explanation of the specific sections of the Model Agreement and guidance on how actual agreements should be prepared. Capitalized terms used in the Commentary have the same meanings provided in the Model Agreement.

I. General Presentation

The Interchange Agreement is comprised of seven sections:

Section 1. Scope and Structure

Section 2. Communications and Operations

Section 3. Message Processing

Section 4. Validity and Enforceability

Section 5. Data Content Requirements

Section 6. Liability

Section 7. General Provisions

In addition, the Agreement needs to be completed by a Technical Annex, which is to be attached to, and is considered an integral part of the Agreement. Following the Commentary is a Technical Annex Checklist, which can be used in preparing a Technical Annex between the trading partners.

The Model Agreement contains a clear and unambiguous statement that it is the intention of the parties to be bound by the Agreement; this emphasizes that the trading partners desire to operate with, and not outside, a legal framework with respect to their use of Electronic Data Interchange. The Agreement is intended to provide a strong legal framework for ensuring that EDI communications will have a legally binding effect, subject to national laws or regulations which may be effective (see Section 7.1).

Though designed for use by two commercial trading partners, the Model Agreement may be readily adapted for a multi-lateral use among multiple commercial trading partners or in situations in which a trading community or association of EDI users decides upon or encourages the use of the same interchange agreement; the Model Agreement may be adapted for those purposes as well, with appropriate changes for establishing how multiple parties will become bound by the Agreement.

II. Specific Sections

Section 1. SCOPE AND STRUCTURE

Section 1.1 Scope.

The Agreement establishes certain governing rules with regard to the electronic communication between the parties of EDI messages in accordance with the UN/EDIFACT structures and standards ("Messages"). Section 2.1 (and the Commentary) provides further discussion of this aspect of the Agreement. The Agreement does not apply to other forms of electronic communications, such as facsimile transmissions, nor to electronic text transmissions (such as electronic mail) which are not structured and standardized messages.

It is important to emphasize the Agreement does not set forth rules governing the related commercial transactions for which EDI might be employed since those transactions involve their own bodies of applicable legal rules: for example, sales transactions, shipping contracts, insurance contracts, storage arrangements and similar relationships.

Section 1.2 Technical Annex.

The Technical Annex represents an integral part of the agreement among the trading partners (see Section 7.4); its terms are legally binding. The Technical Annex describes the detailed technical procedures which the parties will use in their EDI communications. The Interchange Agreement contemplates that certain topics will be addressed in the Technical Annex; those topics are listed in the Technical Annex Checklist at the end of this Commentary. Additional topics may be required according to the specific needs of trading partners; trading partners are encouraged to consult appropriate technical advisors as to those topics.

Although the Interchange Agreement and the Technical Annex represent the full agreement between the parties, technicians and legal counsel are encouraged to be aware of each other's requirements. Section 1.2 of the Agreement provides a rule that the provisions of the Agreement will control in the event a conflict does arise between the Agreement and the Technical Annex.

Section 2 COMMUNICATIONS AND OPERATIONS

This Section sets forth the rules governing the communications between the trading partners and the required methods of operations which each is to use in sending and receiving Messages. By doing so, the necessary agreements reached between the parties are given legal binding effect. Additional contracts with other participants (such as third party service providers; see Section 2.4) may be required and users are encouraged to have valid agreements with those participants.

Section 2.1. Standards.

Consistent with its international scope, the Model Interchange Agreement was prepared to be used on the basis of the UN/EDIFACT standards and recommendations developed within the United Nations Economic Commission for Europe and approved for international use by the International Standards Organization (ISO). These standards include recommendations regarding message formats, syntax, directories of codes, data elements and segments. They are included in the United Nations Trade Data Interchange Directory (UN/TDID) referred to in the Agreement. The Technical Annex Checklist also references certain security services for which standards exist.

The Model Agreement is one of the recommendations included in the UN/TDID and users are strongly encouraged to consult UN/TDID and related United Nations publications in connection with their use of the Model Agreement. A selection of these publications (and information on how to obtain them) is included at the end of this Commentary.

Section 2.2 System Operations.

Consistent with prevailing commercial practices, Section 2.2 requires each trading partner to be individually responsible for testing and maintaining their respective systems, and for the related costs. By agreement, the parties can allocate their respective costs differently. The Agreement requires that the parties must assure that they will be able to communicate both effectively and reliably.

Section 2.3 System Changes.

Many changes in operating systems can impair the end-to-end ability to communicate which is desired between the parties, even when not directly involved with an EDI program or file; parties are encouraged to collaborate with trading partners whenever practicable to assure no disruption in communication occurs. The Section is intended to require trading partners to give notice of any proposed changes in the version release of selected standards to be employed.

Section 7.6 of the Agreement specifies the manner in which any notice of proposed changes under this Section 2.3 shall be given by the trading partners. The time period in advance of the proposed change during which notice must be given is not specified; trading partners are encouraged to anticipate the need for appropriate dialogue, testing and verification among technical experts before implementing any subject changes.

Section 2.4 Communications.

EDI business practices require the parties to determine and agree upon the methods by which the Messages will be communicated. These methods can vary; Messages are communicated (both sent and received) by telecommunications, through the delivery of magnetic tapes or diskettes, or the use of hard copy media. By stipulating these requirements should be specified, Section 2.4 assures compatibility in the respective operations of the trading partners. Technical aspects which might be specified are noted in the checklist for the Technical Annex at the end of this Commentary.

Trading partners are encouraged to specify in the Technical Annex not merely the requirements for end-to-end communications, but to also give regard to the other contractual relationships through which the EDI activities may be conducted. Section 6.3 also considers those relationships.

Section 2.5 Security Procedures and Services.

Establishing and maintaining an effectively secure environment for the use of EDI is an important business objective. As well, the management of security procedures and services can be decisive in determining the legal treatment of the records of Messages and their legal validity.

Trading partners should attempt to achieve the most acceptable end-to-end security, taking into account the nature of their messages, their relative sophistication, costs, available resources and changing technologies. Procedures and services may be used which confirm the authenticity of Messages sent and received and improve the continuing control parties may maintain on the integrity of their communications. The Technical Annex identifies, in summary form, the alternatives available for security services between trading partners and factors to be considered in establishing internal security procedures.

Section 2.6. Record Storage.

To ensure the validity and enforceability of transactions completed through the use of EDI, Section 2.6 requires trading partners to store and retain (a) the Messages communicated (both sent and received) and (b) records relating to those Messages. Those records may include histories or logs of the communications as well as databases containing extracts of certain portions of the Messages.

The record storage requirements which may be specified in the Technical Annex should be developed based upon the commercial or legal requirements under which each party conducts its affairs. The objective is to provide the necessary requirements which can best assure each trading partner that both required and desired records will exist when needed. National laws and regulations may differ considerably regarding the readability, durability or integrity of electronic records.

No specific time requirements or storage formats are indicated; however, trading partners are encouraged to specify details regarding both matters, in order that the appropriate records can be recovered for review in the event of any future disagreements or disputes. Otherwise, the Agreement imposes no restrictions on the internal procedures used by a party to comply with the requirements of Section 2.6.

Section 3. MESSAGE PROCESSING

Section 3.1. Receipt.

Under different national and international legal texts and instruments, the legal effect of a communication can be realized either when it is transmitted, when it is received or when it should have been reasonably received. The Agreement provides a structure for specifying when Messages which are communicated are to be considered received and when they are to be given legal effect. The structure is important for understanding the outcomes of certain communications.

Specifically, under Section 3.1 of the Agreement, a Message will have no legal effect until it becomes accessible to the receiving party as provided in the Technical Annex. This permits parties to designate at which step of the communication process a Message is received, whether in an electronic mailbox, transaction log, a specific machine or receipt by specific individuals or officers of the company. It is not required that a Message be actually accessed or reviewed; it must only be accessible.

The Agreement contemplates an important exception: under certain national commercial or administrative laws, the sending of a communication, whether or not in electronic form, is given certain legal effect, whether or not received in fact by the intended recipient. For example, a buyer sending a notice of defective goods preserves its rights, even if the seller does not receive the communication.

Section 3.2. Acknowledgement.

The UN/EDIFACT structures anticipate that, for both control and security purposes, trading partners may desire that the receipt of any Message be acknowledged by the receiving party. Specific Messages are available for that purpose; those Messages may confirm both the receipt event and that no errors have occurred in the syntax of the Message. Whether a particular type of Message is appropriate for acknowledgement is a decision solely within the control of the trading partners; trading partners may determine that there exists no need to acknowledge each Message transmitted. The cost of providing acknowledgements is often considered in making these decisions.

Section 3.2.1 requires parties to designate in the Technical Annex when a Message should be acknowledged. Since a transmitting party should be afforded the opportunity to determine a Message has been effectively received, the Technical Annex should be prepared with two situations in mind: (a) when acknowledgement is to be required in the ordinary course and (b) when acknowledgement is requested specifically in the Message which has been transmitted. As stated in Section 3.2.1, matters to be addressed include the methods and types of acknowledgements and the time periods, if any, in which acknowledgement must be received.

Section 3.2.2 permits an acknowledgement to be considered as prima facie evidence that a related Message has been received; under this rule, there would be an opportunity for contrary evidence to be submitted. Trading partners are cautioned that certain local rules of evidence may not recognize their efforts to control the acceptability of certain evidence into judicial proceedings.

When acknowledgements are required, Section 3.2.2 also defines additional responsibilities. First, the receiving party is not to act upon the Message until sending the acknowledgement. If acknowledgement cannot be transmitted, the receiving party will either so notify the sender of the subject Message or request further instructions. Until receiving further instructions from the originating party, the receiving party is not to act upon the Message pursuant to Section 3.2.2. Therefore, the parties remain, in most circumstances, in a neutral position until they have had an opportunity to communicate. The instructions might be given by phone, facsimile transmission or delivered paper documents.

Second, for the originating party, who expects a required acknowledgement, in the absence of the acknowledgement and having given no further instructions, the originating party may declare the Message to be null and void by giving notice. Such notice must comply with the requirements of Section 7.6. This right only arises for Messages which have been "properly transmitted" in the first instance.

Since certain types of Messages may have legal effects not favourable to a receiving party (for example, a notice of defective goods sent to a seller), Section 3.2.2 does not permit the receiving party to deprive a Message, when received, from having legal effect by failing to send a required acknowledgement.

Under Section 3.2.3, the receiving party is only excused from sending a required acknowledgement when the identity of the intended recipient cannot be determined from the original Message; to determine that identity, all of the components of a Message should be examined, but no further diligence is required.

Section 3.3. Technical Errors.

In the event circumstances exist which prevent the further processing of a Message, Section 3.3 requires a receiving party to give notice to the originating party. These circumstances may include system malfunctions, but also include technical errors in the received transmission. The obligation to notify an originating party under those circumstances exists even for Messages as to which acknowledgement has not been required.

Section 4. VALIDITY AND ENFORCEABILITY

Section 4 declares that the trading partners signing the Agreement intend for valid and enforceable obligations to result from their EDI communications. It addresses the critical legal aspects of using EDI in international trade.

Section 4.1. Validity.

Certain national laws may permit a trading partner to object to the validity of certain communications on the basis that a writing or signed writing is otherwise required. Section 4.1 of the Agreement makes clear that the validity of a transaction may not be challenged by either party because it was EDI in nature. This provision may not always be enforceable under some legal systems; the choice of governing national law under Section 7.1 may be influenced by this consideration.

In considering that the use of EDI results in the elimination of written signatures, parties are encouraged to evaluate the security procedures and services which may be selected and used between the trading partners. Though electronic signatures may be acceptable between the parties and specified in the Technical Annex, no assurance can be given that all electronic signature services will perform all of the same functions (including legal functions) as traditional signatures used in similar contexts.

Section 4.2. Evidence.

Section 4.2 specifies the intent of the parties that the records of Messages maintained by the parties shall be admissible and may be used as evidence. The Agreement acknowledges that national laws may differ, however, as to the extent to which parties may specify for judicial proceedings the acceptability of certain types of evidence.

Section 4.3. Contract Formation.

Section 4.3 defines when a contract to be concluded through the use of EDI shall be deemed to be formed. Determining the time of formation is often important for legal purposes. Although rules have been generally defined for contracts concluded by mail or telephone, uncertainty exists as to contracts concluded through the use of EDI. The rule established by the Agreement ensures the predictability and expectations of the trading partners.

Under Section 4.3, and consistent with Section 3.1, the Message sent as an acceptance of an offer forms the contract when received. This "reception rule" is consistent with the provisions of various national and regional model agreements in use and prevailing EDI commercial practices.

Section 5. DATA CONTENT REQUIREMENTS

Section 5.1. Confidential Status.

The exchange of information in commercial transactions often requires the communication of confidential data relating to the business of trading partners. The underlying agreements will usually define the obligations of the parties with respect to how that data will be handled. The applicable national laws may also define certain responsibilities regarding the confidential treatment of information. Parties are encouraged to assure that their treatment of the confidentiality of information in electronic form is equivalent to the same information communicated pursuant to other media.

Under this Section, the content of Messages will not be considered as confidential in the absence of a different designation. The trading partners can identify the confidentiality of information included in their Messages through the Technical Annex or in a specific Message.

Section 5.2. Legal Compliance.

This Section provides guidance to the parties regarding how the parties should conduct their affairs in order to assure their compliance with national laws which may define or restrict the content of any Message. In addition, certain laws (such as data protection laws) restrict the communication of certain information across national boundaries.

Section 5.2.1 requires each party to ensure compliance by the content of a Message with all legal requirements relating to that party. The term "storage" relates to storage of the data contained in any Message, not the manner in which Messages may be stored.

The Section does not require one trading partner to assure compliance by its Messages with the laws regulating the other. However, the remaining sub-sections outline how the parties will conduct themselves if the Message from one trading partner, when received or stored, might cause the other to violate an applicable law.

Notice is required (as provided in Section 7.6) and then the originating party must refrain from recurring conduct which relates to the violation. An example might involve the sending of a message including personal data from a country with no data protection laws into a country with those laws in effect.

Section 6. LIABILITY

Section 6.1 Force Majeure.

This Section reinforces the mutual intentions of the parties to give effect to their electronic communications by removing the risk of unexpected liabilities that might arise in conducting that activity. Section 6.1 includes language customary to many commercial agreements which permits the parties to be excused for liability when a delay or failure to perform is caused by certain events beyond their respective control.

Of course, the parties may specify with greater detail events that they will consider as "force majeure" which are outside the party's control. Should certain events occur, such as a natural disaster, which can be contemplated, liability is still not imposed if the consequences of such a non-controllable event can not be avoided or overcome.

Section 6.2 Excluded Damages.

This Section states the mutual intent of the parties that their use of EDI under this Agreement does not expose them to the possibility of being liable for the types of damages which are specified. Different national legal structures may entitle commercial parties to collect damages (including, where applicable, special, consequential, indirect or exemplary damages) in the event a contractual obligation is breached. These types of damages are often awarded to compensate for lost profits or to sanction particularly inappropriate conduct.

The Section does not govern whether the specified kinds of damages might be imposed under the terms and conditions of other contractual obligations between the parties. Certain national laws may limit the enforceability of the Section.

Section 6.3 Provider Liability.

Many companies using EDI also obtain the services of a third party provider (often known as a value-added network) to assist in performing required communication or related functions (for example, maintaining an electronic mailbox to which Messages can be sent or the off-site storage of records relating to Messages).

The choice of which third party provider to engage, and the terms of the contract between a trading partner and its third party provider, are not within the control of the other trading partner. Accordingly, Section 6.3.1 requires a trading partner to be responsible for the acts, failures or omissions of its provider. (Section 6.3.1 applies both in the event that the trading partners engage different third party providers or voluntarily elect to use the same provider.)

In certain cases, one trading partner will require the use of a particular third party provider by its trading partner. Section 6.3.2, under those circumstances, shifts responsibility for the provider's conduct to the instructing trading partner.

Section 7. GENERAL PROVISIONS

Section 7 includes terms often found in many types of commercial agreements. These provisions are not an exclusive listing of general provisions, and the custom and practice in a particular industry or region may include other similar general provisions.

Section 7.1. Governing Law.

The Agreement is prepared, in the absence of applicable statutes or regulations governing the use of EDI, to best assure the parties of the validity and enforceability of their EDI communications. This result is intended to be possible under a variety of legal systems. Trading partners are encouraged to specify the national laws under which the Agreement will be governed. Their choice may be affected by differences in national laws relating to computer privacy, data protection, transborder data movements or similar issues. However, under most legal systems, the choice must bear some relationship to the parties.

Since certain legal rules may conflict in seeking to resolve disputes arising on transactions based on the use of EDI under the Agreement, the Agreement specifies how those conflicts are to be resolved.

The reference to national laws may not appropriately specify certain regional agreements or regulations which parties may desire to apply to the Agreement. In that case, parties are encouraged to add appropriate wording.

Section 7.2. Severability.

Section 7.2 reinforces the intentions of trading partners to give full force and effect to their obligations. Since, for a particular legal reason, one or more portions of the Agreement may be held invalid or unenforceable, this Section assures that the entire contract is not set aside under those circumstances.

Section 7.3. Termination.

The Agreement only controls when Messages are being communicated between the parties; it does not require the use of EDI at all times or for all business communications. Section 7.3 assures trading partners the freedom of contract, permitting a trading partner to end the Agreement's applicability at any time. The non-terminating party is assured an appropriate time period to establish alternative procedures for communication. The 30 day period reflects prevailing commercial practice; however, it may be adjusted based on the agreement of the parties. The required notice must be given in writing, despite the language of Section 7.6.

This Section provides that the Technical Annex is expressly included as a part of the Agreement. Of course, in the event of a dispute, certain national laws will permit other aspects of the relationship of the parties to be considered in interpreting the Agreement.

In addition, Section 7.4 emphasizes that amendments must be signed and in writing; electronic messages will not be sufficient. Since amendments to the Technical Annex may most likely be considered by those with technical expertise, a party is allowed to authorize such persons to sign those amendments on its behalf.

Section 7.5. Headings and Sub-headings.

This Section provides a customary rule of interpretation regarding how the Agreement is to be construed, permitting the full content of the Agreement to be considered. Parties may also, as appropriate, exclude the headings from being read as part of the Agreement.

Section 7.6. Notice.

Section 7.6 provides the flexibility for trading partners to employ electronic equivalents of writings for the required notices, provided a record can be produced which is equivalent to the required signed writing. Certain technological solutions exist which will permit this result.

However, many national legal systems fail to explicitly recognize electronic communications as "writings"; trading partners should use care in employing electronic notices and are encouraged, as well, to remain aware of new developments in the related laws.

Parties are advised that the provisions of Section 7.6 do not relate to communications under Section 3.2, Acknowledgements.

Section 7.7. Dispute Resolution.

Since those seeking to use electronic communications are most likely attracted to the benefits of speed and efficiency which the technology provides, they may also favour adopting a similar method of dispute resolution, i.e. arbitration (Alternative 1). This Alternative requires additional decisions by the parties with regard to the procedures to be employed, such as the location of the procedure, the panel of arbitrators, the method for their selection and applicable governing rules.

For those desiring a more traditional forum, Alternative 2 permits the parties to specify the court to have jurisdiction over any possible dispute. Since certainty on this matter is strongly favored, the Agreement provides for exclusive jurisdiction.

In addition, trading partners may wish to consider specifying the use of alternative dispute resolution facilities which are emerging in various markets or industries.

The following checklist is provided as a part of the Model Interchange Agreement to indicate a list of items for which details and specifications are recommended to be developed by the parties to an Interchange Agreement.

The list is not intended to be a complete list of all possible topics which might be addressed in a Technical Annex. The items included result directly from references in the Model Interchange Agreement to the Technical Annex; those items may be completed as required by the trading partners, with the level of detail which they determine to be necessary.

Users are strongly encouraged to consider and address other items which they believe relevant to assuring a full understanding exists between trading partners on the technical and procedural requirements which relate to implementing EDI. As noted in Section 1.2 of the Model Interchange Agreement:

"The attached Technical Annex sets forth the specifications agreed upon by the parties for certain technical and procedural requirements."

For ease of use, the following checklist presents the text of the relevant sections of the Model Interchange Agreement:

Section 2. Communications and Operations

2.1 Standards.

"The parties shall use those versions of the UN/EDIFACT Standards identified in the Technical Annex."

The parties should agree upon the version release of the UN/EDIFACT standards which they intend to use. Parties may also wish to specify the manner in which they will consider for use new version releases of the UN/EDIFACT standards.

The parties should also designate in practical detail the necessary related technical specifications and details. Items which should be considered include identifying directories, code lists, message implementation guidelines and other items directly connection with specified standards and the related versions.

2.2 System Operations.

"Each party shall test and maintain their respective equipment, software and services necessary to effectively and reliably transmit and receive Messages."

The parties should describe the methods and procedures for testing their system operations, the effectiveness and the reliability of the message interchange processes, the times when such testing should occur and the intended results that need to be obtained. The parties should adopt a method for clearly indicating the availability of their EDI systems for transmitting and receiving Messages.

2.4 Communications.

"The parties shall specify in the Technical Annex the methods of communication, including the requirements for telecommunication or the use of third party providers."

The details and specifications with regard to the method of communication should describe:

- the chosen communication method(s);

- the applicable communication protocols which the parties will use, in addition to the UN/EDIFACT standards (such as X.25 or X.400, etc.);

- where required, the information details relating to third party(ies) provider(s) to be used, including the appropriate address and contact information and other related details.

Parties may also consider specifying recovery procedures to either retrieve Messages in case of loss or failure or to provide alternate routing and procedures in case of a failure of the selected method of communication.

2.5 Security Procedures and Services.

"Each party shall implement and maintain security procedures and services, including any specified in the Technical Annex, to protect Messages and their records against untoward events or misuse including improper access, alteration or loss."

Parties may elect to specify in detail the security procedures and services which they may require to be implemented in connection with their use of EDI. Different means exist for improving the reliability of EDI interchanges between business partners; the general objective is to get as many messages effectively and correctly transmitted and processed as possible, without increasing the cost to an unreasonable level.

The selection and use of safety/security measures are typically based on an evaluation of the threats and - not the least - legal implications. This may result in the implementation of various safety measures, which are all independent of the UN/EDIFACT message structure, but nevertheless may contribute to the legal confidence arising from the records.

Trading partners utilizing UN/EDIFACT may select among a variety of security procedures and services, some of which are available within UN/EDIFACT and others which are generally available.

Security Services in UN/EDIFACT. Trading partners may elect security services which consist of some of the security services available within UN/EDIFACT, as listed below, in order to meet the legal requirements or thwart the identified threats. Each of these security services requires the use of cryptographic techniques. Thus any message (which is nothing but a sequence of digits) transferred from one computer to another can be protected by calculating digital mathematical functions (known as cryptographic techniques) on the message, before and after the transmission. This provides the tools to detect any unintended change not only during transit, but also during storage at either end, thus achieving the desired security service.

The UN/EDIFACT documents identified in the listing following this Technical Annex Checklist include specific materials explaining the security services and key management techniques mentioned below in detail, and should be consulted by a user searching for information.

Message content integrity protects against the modification of data in a message of any kind. This may further be extended to message sequence integrity, which establishes the order in which the messages appeared. Message integrity in itself is typically not achieved unless some key is involved to generate what is known as a Message Authentication Code (MAC). This is a cryptographic fingerprint of the message, which is created by means of a secret key. Normally, anyone in possession of that secret key may generate the MAC-value, unless specially protected hardware is used.

If there is a further need to distinguish between the sender of the message and the recipient (e.g. for legal purposes), the correct security service to apply is non-repudiation of origin, which requires appending time stamps for timeliness and subsequently the calculation of digital signatures based on public key algorithms.

Corresponding to non-repudiation of origin, the recipient may return a message, secured by a digital signature, which provides non-repudiation of receipt. Of a different nature is the service confidentiality, which protects against disclosure of the content of a message during transit over some network.

UN/EDIFACT security is concerned with the protection of the EDIFACT messages only, and not the internal security related to the end-user applications, where the messages are being generated or processed. In conclusion, the use of security in UN/EDIFACT requires the use of cryptographic techniques, which in turn require the use of cryptographic keys. Thus key management is implied by the use of security in UN/EDIFACT.

For all security purposes, keys (which in fact are large numbers) must be treated with care. Algorithms are in general public knowledge, and only give the desired security if combined with keys. The users may have a common key which is used for cryptographic purposes, or they may each have a pair of matching keys (one private and one public key). Common to all systems are that keys must be distributed in a secure manner. This may either be handled on a bilateral basis, or by involving a third party. The third party is trusted to handle certain procedures regarding registration, certification and distribution of keys. These third parties are often called Trusted Third Parties (TTPs). Under all circumstances there must be agreed rules and procedures for key management between the involved parties.

Additional Security Procedures and Services. To respond fully to the various risks associated with electronic data interchange, parties may wish to consider, as to some of the following risks, implementing some of the following procedures and services, which are independent of the UN/EDIFACT structure:

- the use of additional identification codes, unique sequence codes or similar non-encrypted tracing and labelling schemes;

- employing value-added third party service providers to record message transaction logs or similarly archive or verify transaction activity;

- using protected automatic storage on local work stations within a company's computer network; and

- monitoring the availability and integrity of communication facilities.

2.6 Record Storage.

"The parties shall store and retain records and the Messages communicated under this Agreement as may be specified in the Technical Annex."

Relevant details and specifications regarding the storage and retention of records and the Messages might include:

- the range of records to be maintained

- the format(s) in which storage is to made

- time periods for which records are to be retained

- the media to be used for the storage and retention

- the rights of access to the records to be provided

- the manner in which storage will be maintained (including testing, environmental conditions and the like)

- requirements for integrity and irreversibility of the records

- the rules relating to the availability of the records.

Parties are encouraged to consider, in responding to this item, the details specified in response to Section 2.5, Security Procedures and Services.

Section 3: Message Processing.

3.1 Receipt.

"Any Message transmitted in compliance with this Agreement shall be deemed received when accessible to the receiving party in the manner designated in the Technical Annex."

Designation of the manner of accessibility could include:

- accessibility through a service provider acting on behalf of the receiver

- accessibility by the receiver to the Message as stored by a service provider (in an electronic mailbox, for example)

- accessibility through the internal computer system of the receiver.

3.2.1 Acknowledgement

"Unless otherwise designated in the Technical Annex, the receipt of a Message need not be acknowledged by the receiving party. A requirement for acknowledgement in the Technical Annex shall include the methods and types of acknowledgements (including any Messages or procedures) and the time periods, if any, in which acknowledgement must be received."

Parties may designate when acknowledgement is to be required in more than one manner. Messages to be acknowledged may be specified by message type (for example, by using the UN/EDIFACT Message names) or by specifying the circumstances in which transmitted Messages require acknowledgement. Parties may wish to specify that acknowledgement is required when requested in the Message that has been transmitted.

When acknowledgement is to be required, the parties should also specify the details regarding how the acknowledgement is to be provided, including:

- the method of acknowledgement (re-sending the Message received; sending another Message, such as a CONTRL Message; the use of other media, such as facsimile transmissions)

- the time periods during which an acknowledgement must be received

- the relevant security procedures and services to be used (such as the AUTACK Message).

Section 5: Data Content Requirements

5.1 Confidential Status

"No information contained in any Message communicated under this Agreement shall be considered confidential unless by operation of law or by designation in the Technical Annex or the Message."

Parties may wish to designate in the Technical Annex that particular types of Messages (e.g. PAXLST, used to communicate passenger lists) or specific information contained in Messages (such as price lists or personal data) are to be considered confidential.

In addition, parties may wish to specify the details regarding the manner in which, within any Message, the transmitting party may request the confidentiality of the Message or specific information contained in that Message.

In any event when confidentiality is required, parties are encouraged to assure that the Technical Annex or the related commercial agreements specify the respective obligations regarding how confidentiality is to be maintained.

Section 7: General Provisions

7.6 Notice

"Excluding acknowledgements and notices under Section 3, every notice required to be given under this Agreement or under the Technical Annex shall be treated as properly given if provided to the other party in writing and signed by an authorized person for the party giving notice or an electronic equivalent of which a record can be produced. Each notice shall have effect from the day following that upon which it is received to the above mentioned address of the other party."

In addition to notices that may be appropriate under preceding sections of the Technical Annex, parties may wish to specify other circumstances in which notices should be given in connection with their use of Electronic Data Interchange. For example, Section 2.3 requires notice of changes in systems operations; parties may wish to specify in the Technical Annex any special requirements for such a notice.